Key transaction terms:
- Subscription price: € 0.51 per new share
- Subscription ratio: 4 new shares for 1 existing
share
- Theoretical value of the preferential subscription rights: €
0.98
- Trading period for preferential subscription rights: from
July 16th to July 26th, 2021 inclusive
- Subscription period: from July 20th to July 28th, 2021
inclusive
- Subscription commitment from Searchlight Capital Partners
for the total amount of the transaction
Not to be published, distributed or circulated
directly or indirectly in the United States, Canada, Australia or
Japan.
This press release is an advertisement and not
a prospectus within the meaning of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017.
Regulatory News:
Latécoère announces the launch of a share
capital increase with shareholders’ preferential subscription
rights for an amount of approximately €193.4 million, which may be
extended to approximately €222.4 million in the event of the
exercise in full of the extension clause
Latécoère (the “Company”) (Paris:LAT), a tier 1 partner
to major international aircraft manufacturers, announces today the
launch of a capital increase with preferential subscription rights
for an amount of approximately €193.4 million (the “Capital
Increase”), which may be extended to approximately €222.4
million in the event of exercise in full of the extension
clause.
The Capital Increase is carried out in the context of the
conciliation protocol entered into with the Company’s banking
partners on July 1st, 2021 and approved in connection with a
conciliation procedure by the Toulouse Commercial Court by judgment
dated July 7th, 2021 (the “Conciliation Protocol”) to
strengthen the Company’s liquidity position in the short and medium
term in a context of uncertainty around the air traffic recovery
and persisting Covid-19 crisis.
The Capital Increase’s aim is to strengthen the Company's
financial flexibility in order to address the difficulties related
to the Covid-19 crisis, accelerate the transformation plan and
allow the group Latécoère (the “Group”) to seize external
growth opportunities. More specifically, the net proceeds of the
Capital Increase will be used (i) to repay the loan granted by
Searchlight Capital Partners for a total amount of approximately
€52.5 million, (ii) subject to the completion of the ongoing
information and consultation processes of the employee
representatives applicable within the Group, to finance the
acquisition of the company Technical Airborne Components
Industries1 for an amount of approximately €35.4 million and (iii)
for the remainder, i.e. approximately €104.5 million, to provide
the Group with the financial capacity to carry-out external growth
transactions and more generally to finance the Group's general
corporate needs, in the short and medium term, within the framework
of the Conciliation Protocol entered into with the Group's banking
partners, aimed at strengthening the Group's financial structure.
In this respect, the Company is currently actively interested in
other external growth opportunities in its sector (Aerostructures
in the commercial and defence aeronautics market). In North
America, the Company identified a company with which it engaged in
discussions, which remain at a preliminary stage, and for which the
Company contemplates a maximum investment of approximately €100
million should such opportunity materialize.
The estimated gross proceeds of the capital increase, if fully
subscribed, are approximately €193.4 million (which may be
increased to approximately €222.4 million if the Extension Clause
is exercised in full).
The estimated proceeds of the capital increase net of fees, if
fully subscribed, are approximately €192.4 million (which may be
increased to approximately €221.4 million if the Extension Clause
is exercised in full).
MAIN TERMS OF THE CAPITAL INCREASE
The Capital Increase will be carried out with shareholders’
preferential subscription rights (the “Rights”), pursuant to
the 24th and 30th resolutions of the general meeting of May 21st,
2021, leading to the issue of 379,274,072 new shares (the
“Initial New Shares”), which may be extended, in the event
of the exercise in full of the Extension Clause (as defined
hereafter), by 56,891,110 additional new shares (the “Additional
New Shares” and, together with the Initial New Shares, the
“New Shares”), at a subscription price of €0.51 per New
Share (i.e. €0.25 nominal value and €0.26 issue premium), to be
fully paid up upon subscription, representing gross proceeds,
including the issue premium, of €193,429,776.72 , which may be
extended to €222,444,242.82 in the event of exercise in full of the
Extension Clause.
On July 16th, 2021, each of the Company’s shareholders will
receive one (1) Right for each share recorded on his account at the
end of the accounting day on July 15th, 2021. 1 Right will entitle
its holders to subscribe for 4 New Shares on an irreducible basis
(à titre irréductible).
Subscriptions on a reducible basis (à titre réductible) will be
accepted. Any New Shares not subscribed by subscriptions on an
irreducible basis (à titre irréductible) will be distributed and
allocated to the holders of Rights having submitted subscription
orders on a reducible basis (à titre réductible) subject to
reduction in the event of oversubscription.
On the basis of the closing price of Latécoère share on the
regulated market of Euronext in Paris (“Euronext Paris”) on
July 12th, 2021, i.e. €1.73, the theoretical value of one (1) Right
is €0.98 and the theoretical ex-right price of the share is
€0.75.
For information purposes, the issue price reflects a discount of
32.4 % compared to the theoretical value of Latécoère ex-right
share, calculated on the basis of the closing price on July 12th,
2021, and a discount of 70.5 % compared to the closing price on
July 12th, 2021.
These values do not necessarily reflect the value of the Rights
during their trading period, the ex-right price of Latécoère or the
discounts, as determined in the market.
The Capital Increase will be open to the public in France
only.
EXTENSION CLAUSE
Depending on the demand, the Company may decide to increase the
number of Initial New Shares by a maximum of 15%, i.e. a maximum of
56,891,110 Additional New Shares. The decision to exercise the
Extension Clause will be taken by the Company, after consultation
with the Global Coordinator and Bookrunner, at the latest on the
date of publication of the results of the Capital Increase
scheduled for August 2nd, 2021 and will be mentioned in the press
release published by the Company and posted on the Company's
website and in the notice published by Euronext Paris S.A.
announcing the results of the Capital Increase.
INDICATIVE TIMETABLE FOR THE CAPITAL INCREASE
The Rights will be detached on July 16th, 2021 and tradeable
from July 16th, 2021 until July 26th, 2021 inclusive on the
regulated market of Euronext Paris under the ISIN code
FR0014004JQ3. Unexercised Rights will automatically lapse at the
end of the subscription period, i.e. on July 28th, 2021 at the
close of trading. The subscription period for the New Shares will
be open from July 20th, 2021 until the close of trading on July
28th, 2021.
Settlement and delivery of the New Shares and commencement of
trading on Euronext Paris are expected to take place on August 4th,
2021. The New Shares will immediately entitle their holders to
receive dividends declared by Latécoère as from the date of
issuance. They will be immediately fungible with existing shares of
the Company and will be traded on the same trading line under the
same ISIN code FR0000032278.
SUBSCRIPTION COMMITMENTS
As of the date of the prospectus related to the Capital Increase
(the “Prospectus”), Searchlight Capital Partners (through
the company SCP SKN Holding I SAS), which owns approximately 65.6%
of the Company’s share capital, has committed to (i) exercise all
of its preferential subscription rights on an irreducible basis and
to subscribe Initial New Shares for a total amount of
€126,925,125.96, representing approximately 65.6% of the initial
amount (excluding the Extension Clause) of the Capital Increase on
the basis of a subscription price of €0.51 per New Share and (ii)
to subscribe on a reducible basis to 130,401,276 New Shares
representing the remainder of the amount of the Capital Increase
not subscribed on an irreducible basis in order to ensure the issue
and subscription of all the Initial New shares.
As of the date of the Prospectus, the Company is not aware of
any intention to subscribe from the Company’s shareholders or from
members of its administrative bodies other than those mentioned
above.
LOCK-UP COMMITMENTS
The Company has agreed to a lock-up period starting on the date
of the approval by the French Autorité des Marchés Financiers (the
“AMF”) of the Prospectus relating to the Capital Increase
and expiring 90 calendar days following the settlement- delivery
date of the New Shares, subject to (i) the possibility to implement
the Reserved Capital Increase, as defined below and (ii) to certain
customary exceptions.
In the context of the authorisation granted by the French
Ministry of Economy and Finance pursuant to foreign investment
regulations applicable in France, a potential reserved share
capital increase is contemplated, on the basis of the 29th
resolution of the Company's combined general shareholders' meeting
of May 21st, 2021, with a view to give access to at least 10% of
the share capital and voting rights of the Company to one or more
French investors selected with the prior approval of the French
State (the “Reserved Capital Increase”).
SCP SKN Holding I SAS has agreed to a lock-up period starting on
the date of the Prospectus approval and expiring 180 calendar days
following the settlement-delivery date of the New Shares, subject
to certain usual exceptions.
DILUTION
For illustrative purposes only, a shareholder holding 1% of the
Company’s share capital as of July 13th, 2021, and not subscribing
to the Capital Increase, would hold 0.20% and 0.179% of the share
capital following the issue of the New Shares before and after full
exercise of the Extension Clause respectively.
UNDERWRITING
The Capital Increase is not subject to an underwriting
agreement. In the context of the Capital Increase, a placement
agency agreement has been entered into by the Company and Société
Générale, acting as Global Coordinator and Bookrunner of the
Capital Increase.
AVAILABILITY OF THE PROSPECTUS
The Prospectus approved by the AMF under number 21-317 on July
13th, 2021 and comprised of (i) Latécoère’s 2020 universal
registration document filed with the AMF on April 22nd, 2021 under
number D.21-0337 (the “Universal Registration Document” or
“URD”) , (ii) an amendment to the URD filed with the AMF on
July 13th, 2021 (the “Amendment to the URD”), (iii) the
securities note dated July 13th, 2021 (the “Securities
Note”) and (iv) the summary of the Prospectus (included in the
Securities Note) is available on the websites of the AMF
(www.amf-france.org) and the Company (www.latecoere.aero). Copies
of the Prospectus are available free of charge at the Company’s
registered office (135, rue de Périole, 31500 Toulouse).
Potential investors are advised to read the Prospectus before
making an investment decision in order to fully understand the
potential risks and rewards associated with the decision to invest
in the securities. The approval of the prospectus by the AMF should
not be understood as an endorsement of the securities offered or
admitted to trading on a regulated market.
RISK FACTORS
Investors’ attention is drawn to the risk factors relating to
Latécoère included in chapter 2 “Risk Factors and Internal Control”
of the URD as updated in chapter 2 of the Amendment to the URD and
the risk factors relating to the transaction and the securities
included in chapter 2 “Risk Factors” of the Securities Note.
Disclaimer
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy, nor shall there be any sale of
ordinary shares in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
The distribution of this document may, in certain jurisdictions,
be restricted by local legislations. Persons into whose possession
this document comes are required to inform themselves about and to
observe any such potential local restrictions.
This press release is an advertisement and not a prospectus
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (as amended, the
“Prospectus Regulation”). Potential investors are advised to
read the prospectus before making an investment decision in order
to fully understand the potential risks and rewards associated with
the decision to invest in the securities. The approval of the
prospectus by the AMF should not be understood as an endorsement of
the securities offered or admitted to trading on a regulated
market.
With respect to the member states of the European Economic Area
(other than France) and the United Kingdom (each a “Relevant
State”), no action has been undertaken or will be undertaken to
make an offer to the public of the securities referred to herein
requiring a publication of a prospectus in any Relevant State. As a
result, the securities may and will be offered in any Relevant
State only (i) to qualified investors within the meaning of the
Prospectus Regulation, for any investor in a Member State of the
European Economic Area, or Regulation (EU) 2017/1129 as part of
national law under the European Union (Withdrawal) Act 2018 (the
“UK Prospectus Regulation”), for any investor in the United
Kingdom, (ii) to fewer than 150 individuals or legal entities
(other than qualified investors as defined in the Prospectus
Regulation or the UK Prospectus Regulation, as the case may be), or
(iii) in accordance with the exemptions set forth in Article 1 (4)
of the Prospectus Regulation or under any other circumstances which
do not require the publication by Latécoère of a prospectus
pursuant to Article 3 of the Prospectus Regulation, of the UK
Prospectus Regulation and/or to applicable regulations of that
Relevant State.
The distribution of this press release has not been made, and
has not been approved, by an “authorised person” within the meaning
of Article 21(1) of the Financial Services and Markets Act 2000. As
a consequence, this press release is only being distributed to, and
is only directed at, persons in the United Kingdom that (i) are
“investment professionals” falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the “Order”), (ii) are persons falling within
Article 49(2)(a) to (d) (“high net worth companies, unincorporated
associations, etc.”) of the Order, or (iii) are persons to whom an
invitation or inducement to engage in investment activity (within
the meaning of Article 21 of the Financial Services and Markets Act
2000) in connection with the issue or sale of any securities may
otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as “Relevant
Persons”). Any investment or investment activity to which this
document relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons. Any person who is not a
Relevant Person should not act or rely on this document or any of
its contents.
This press release may not be published, distributed or
transmitted in the United States (including its territories and
dependencies).This press release does not constitute or form part
of any offer of securities for sale or any solicitation to purchase
or to subscribe for securities or any solicitation of sale of
securities in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the “Securities Act”) or the law of
any State or other jurisdiction of the United States, and may not
be offered or sold in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act.
Latecoère does not intend to register all or any portion of the
securities in the United States under the Securities Act or to
conduct a public offering of the securities in the United
States.
This announcement may not be published, forwarded or
distributed, directly or indirectly, in the United States, Canada,
Australia or Japan.
About Latécoère
As a "Tier 1" international partner of the world's major
aircraft manufacturers (Airbus, Boeing, Bombardier, Dassault,
Embraer and Mitsubishi Aircraft), Latécoère is active in all
segments of the aeronautics industry (commercial, regional,
business and military aircraft), in two areas of activity:
- Aerostructures (55% of turnover): fuselage sections and
doors,
- Interconnection Systems (45% of turnover): wiring, electrical
furniture and on-board equipment.
As of December 31, 2020, the Group employed 4,172 people in 13
different countries. Latécoère, a French limited company
capitalised at € 23,704,629.50 divided into 94,818,518 shares with
a par value of €0.25, is listed on Euronext Paris - Compartment B,
ISIN Codes: FR0000032278 - Reuters: LAEP.PA - Bloomberg:
LAT.FP.
________________________ 1 Latécoère benefits from a call option
concluded with an entity of the Searchlight Capital Partners group,
to acquire all of Technical Airborne Components Industries shares
for a sale price of €35.4 million (excluding fees related to the
Acquisition), it being specified that this company currently
reports a cash position of approximately €6.4 million, which will
remain after the Acquisition (consequently, the real cost of
acquisition supported by the Group, net of cash, would be around
€29 million).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210713006223/en/
Taddeo Antoine Denry / Investor Relations +33 (0)6 18 07
83 27
Pierre-Jean Le Mauff / Media Relations +33 (0)7 77 78 58 67
teamlatecoere@taddeo.fr
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